These “Terms of Use” constitute a legal agreement (the “Agreement”) between ShuttleCloud Corp., Delaware corporation (“ShuttleCloud”), provider of Gmail Meter and the party accepting these terms as provided for below (the “Customer”). If the party entering this Agreement is doing so on behalf of your employer or another entity the term “Customer” includes and references such employer or entity. PLEASE REVIEW THIS AGREEMENT CAREFULLY. BY REGISTERING FOR, AND/OR USING THE PRODUCT IN ANY MANNER, CUSTOMER IS AGREEING TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. Please contact hello@gmailmeter.com if you have any questions about this Agreement.

2. ShuttleCloud

Under the terms of and subject to the restrictions in this Agreement, ShuttleCloud will provide the ShuttleCloud statistics and analytics tool as further described at https://gmailmeter.com (the “Product”) to Customer during the term of this Agreement. Customer may use and access the Product in connection with Customer’s Gmail electronic mail account. Customer’s rights to use the Product are non-exclusive and non-transferable. Customer may use the Product only for Customer’s own benefit, and not for the benefit of any other third party. ShuttleCloud may from time to time modify the Product and add, change, or delete features of the Product in its sole discretion. Customer’s continued use of the Product after any such changes to the Product constitutes Customer’s acceptance of these changes. ShuttleCloud may, in its sole discretion, at any time terminate the Product. The Product may be used and accessed solely for Customer’s personal purposes. Customer acknowledges and agrees that if Customer is a G Suite Administrator, ShuttleCloud will have access to the Customer’s G Suite domain Directory API for the purpose of providing and performance of the Product.

Customer acknowledges and agrees that Customer is solely responsible for: (a) all use of the Product by Customer and any other party utilizing Customer’s Gmail account, with or without authorization; (b) maintaining the confidentiality of Customer’s Gmail account and password; and (c) ensuring that Customer’s use of the Product and Customer’s Gmail account complies with all applicable federal, state, and local privacy and data security rules, regulations and laws. Customer further acknowledges and agrees that ShuttleCloud has no control over and shall not be responsible for any changes by Google to the Gmail application including, without limitation, such changes which may affect the Product, and Customer shall indemnify and hold ShuttleCloud harmless with respect to any losses, damages, or claims arising therefrom, pursuant to Section 12 below.

3. Customer's Representations and Warranties

Customer represents and warrants to ShuttleCloud that Customer (i) has full power and authority to enter into this Agreement, and if the party entering into this Agreement is doing so on behalf of an entity, such party has the full legal authority to bind such entity to this Agreement; (ii) will not violate any local, state, national or international law or regulation in connection with use of the Product, or otherwise use the Product in any way that is in furtherance of criminal, fraudulent, or other unlawful activity; (iii) will not interfere with or disrupt the Product; (v) will not violate any codes of conduct, requirements, terms of use, policies or regulations related to the Product; (vi) will not interfere with or attempt to interfere with any other person’s use of the Product; and (vii) will not use the Product to send or otherwise make available any viruses, Trojan horses, worms, corrupted files, or any other similar software that may damage the operation of another’s computer or property.

4. ShuttleCloud's Representations and Warranties

ShuttleCloud represents and warrants to Customer that ShuttleCloud: (i) has the full power and authority to enter into this Agreement; (ii) will not violate any local, state, national or international law or regulation in connection with the provision of the Product; and (iii) will provide the Product in accordance with this Agreement subject to the terms and conditions hereof.

EXCEPT AS PROVIDED FOR ABOVE, SHUTTLECLOUD MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE; ALL SUCH REPRESENTATIONS AND WARRANTIES INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SHUTTLECLOUD MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT ANY REPORTS, ANALYSIS, OR INFORMATION MADE ACCESSIBLE BY OR THROUGH THE PRODUCT. THE PRODUCT IS NEITHER DESIGNED NOR INTENDED FOR HIGH-RISK ACTIVITIES.

Without limiting the generality of the foregoing, ShuttleCloud does not warrant that the Product will operate without interruption or error-free, or that the Product will be totally secure. Under no circumstances will ShuttleCloud be held liable for any loss of Customer’s e-mail, data, records, or other materials. Customer acknowledges that ShuttleCloud has no control over the functioning of the Internet, G Suite, Gmail, or any other third party applications used in connection with the Product, and ShuttleCloud makes no representations or warranties of any kind regarding the performance of the Internet or any such third party applications.

5. Customer's Covenants

Customer acknowledges and agrees: (i) to comply with all applicable laws and regulations applicable to use of the Product including, but not limited to, laws and regulations regarding data collection and privacy; (ii) to the terms of ShuttleCloud’s Gmail Meter privacy policy, which is located at http://www.gmailmeter.com/privacy-policy (the “Privacy Policy”) and is incorporated herein by reference (including any changes to such privacy statement made in accordance with its terms);(iii) to be solely responsible for Customer’s use of the Product; (iv) that the Product is strictly a tool to be used in conjunction with good and reasonable judgment by competent personnel; (v) to comply with all relevant export laws and regulations, including, but not limited to, the U.S. Export Administration Regulations and Executive Orders (“Export Controls”), and (vi) to subject any use of the Product at Customer’s direction or control to these Terms and Conditions and the Privacy Policy; Customer warrants that it is not a person, company or destination restricted or prohibited by Export Controls.

6. Intellectual Property

Customer acknowledges and agrees: (i) to comply with all applicable laws and regulations applicable to use of the Product including, but not limited to, laws and regulations regarding data collection and privacy; (ii) to the terms of ShuttleCloud’s Gmail Meter privacy policy, which is located at http://shuttlecloud.com/reseller-report-privacy (the “Privacy Policy”) and is incorporated herein by reference (including any changes to such privacy statement made in accordance with its terms);(iii) to be solely responsible for Customer’s use of the Product; (iv) that the Product is strictly a tool to be used in conjunction with good and reasonable judgment by competent personnel; (v) to comply with all relevant export laws and regulations, including, but not limited to, the U.S. Export Administration Regulations and Executive Orders (“Export Controls”), and (vi) to subject any use of the Product at Customer’s direction or control to these Terms and Conditions and the Privacy Policy; Customer warrants that it is not a person, company or destination restricted or prohibited by Export Controls.

6. Intellectual Property

Customer acknowledges and agrees: (i) to comply with all applicable laws and regulations applicable to use of the Product including, but not limited to, laws and regulations regarding data collection and privacy; (ii) to the terms of ShuttleCloud’s Gmail Meter privacy policy, which is located at http://shuttlecloud.com/reseller-report-privacy (the “Privacy Policy”) and is incorporated herein by reference (including any changes to such privacy statement made in accordance with its terms);(iii) to be solely responsible for Customer’s use of the Product; (iv) that the Product is strictly a tool to be used in conjunction with good and reasonable judgment by competent personnel; (v) to comply with all relevant export laws and regulations, including, but not limited to, the U.S. Export Administration Regulations and Executive Orders (“Export Controls”), and (vi) to subject any use of the Product at Customer’s direction or control to these Terms and Conditions and the Privacy Policy; Customer warrants that it is not a person, company or destination restricted or prohibited by Export Controls.

7. Technical Support Product

ShuttleCloud does not sell maintenance, technical, or other support for the Product or the Software and, therefore, has no obligation to provide any such services. ShuttleCloud expressly disclaims any obligation to provide updates, upgrades, bug fixes, patches or any similar service and Customer acknowledges that ShuttleCloud has no express or implied obligation to do so and are not entering into this Agreement in reliance on any of the foregoing services. ShuttleCloud may, from time to time, provide bug fixes for bugs or other; provided, however, in doing so ShuttleCloud does not obligate itself to do so in future.

8. Term and Termination

This Agreement will be effective as of the date the Customer first accesses or uses the Product and, unless sooner terminated as herein provided, will continue in perpetuity. ShuttleCloud may discontinue providing the Product and terminate this Agreement at any time without notice and in its sole discretion. Customer may discontinue its use of the Product and terminate this Agreement at any time without notice and its sole discretion. Directions for uninstallation of the Product are located at the bottom of every email notification. Any such termination shall relieve the parties of all rights, obligations and liabilities to the other except as provided for Sections 6, 9, 10, 11, and 12, which Sections shall survive the termination of this Agreement.

9. Confidentiality and Security

"Confidential Information” means any information or data that is disclosed by ShuttleCloud to Customer pursuant to this Agreement that is marked as confidential or that ShuttleCloud does not generally make available to the public. Confidential Information does not include information that the Customer can show: (a) is or becomes publicly known or available without breach of this Agreement; (b) is received by Customer from a third party without breach of any obligation of confidentiality; or (c) was previously known by Customer as shown by its written records. Customer agrees: (a) to hold ShuttleCloud’s Confidential Information in confidence, and to protect the ShuttleCloud’s Confidential Information in the same manner that it protects the confidentiality of its own similar confidential information (but in no event using less than reasonable care); and (b) except as expressly authorized by this Agreement, not to, directly or indirectly, use, disclose, copy, transfer or allow access to ShuttleCloud’s Confidential Information. Without limiting the foregoing, Customer shall disclose and allow access to the Product only for the purpose of supporting and augmenting Customer’s use of the Product. Notwithstanding the foregoing, Customer may disclose Confidential Information of ShuttleCloud as required by law, applicable regulatory authorities, or court order; in such event, such party shall use its best efforts to inform the other party prior to any such required disclosure.

10. Indemnification

Customer, at its expense, shall indemnify, defend and hold ShuttleCloud and its officers, directors, owners, employees, and affiliates harmless from and against any and all liability, damages, injuries, losses, costs and expenses (including attorney’s fees) arising out of or relating to Customer’s use of the Product, including but not limited to liability, damages, injuries, losses, costs and expenses arising from any claims relating to Customer’s breach of any representations, warranties, or covenants in this Agreement.

11. Liability

Customer acknowledges and agrees that the Product is being provided without fees or expense and, therefore, agrees to the exclusion of liability on the part of ShuttleCloud provided for in this Section 11 as a reasonable limitation in light of such fact. The exclusion of liability in this Section represents the agreed and bargained for understanding of the parties and the absence of compensation to ShuttleCloud for the Product reflects such understanding. ShuttleCloud shall have no liability whatsoever (whether in contract, tort, negligence, strict liability in tort, or by statute or under any other theory of law) to Customer or to any third party concerning performance or non-performance by ShuttleCloud, or in any manner related to this Agreement or the Product. In the event the foregoing exclusion of liability is unenforceable under any applicable law, the parties further agree that in no event shall ShuttleCloud be liable for special, consequential, incidental, indirect or punitive loss, damage or expenses whether arising in contract or tort (including but not limited to lost profits, loss of data, or the cost of recreating lost data), even if it has been advised of their possible existence. These limitations of liability will apply notwithstanding any failure of essential purpose of any limited remedy.

12. Dispute Resolution

The parties agree to work together in good faith to resolve any dispute regarding this Agreement internally and by escalating it to higher levels of management and optional mediation, prior to resorting to binding arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, that cannot be resolved by good faith negotiations shall be finally settled by binding arbitration conducted in the English language in New York, NY (USA), under the commercial arbitration rules of the American Arbitration Association (“AAA”). The prevailing party shall be entitled to an award of reasonable attorney fees incurred in connection with the arbitration in such amount as may be determined by the arbitrator. The award of the arbitrator shall be the sole and exclusive remedy of the parties and shall be enforceable in any court of competent jurisdiction. Notwithstanding anything contained in this Section to the contrary, each party shall have the right to institute judicial proceedings against the other party or anyone acting by, through or under such other party, in order to enforce the instituting party’s rights hereunder through specific performance, injunction or similar equitable relief. This Agreement shall be interpreted, construed, and governed by the laws of the State of New York, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

13. Miscellaneous

Neither party shall be liable for any failure or delay in the performance of its obligations (except for payment obligations hereunder) due to causes beyond the reasonable control of the party affected, including but not limited to war, sabotage, insurrection, riot or other act of civil disobedience, strikes or other labor shortages, act of any government affecting the terms hereof, acts of terrorism, accident, fire, explosion, flood, hurricane, severe weather or other act of God, failure of telecommunication or internet service providers.

This Agreement and the Privacy Policy constitutes the entire understanding of the parties with respect to its subject matter, and supersedes all prior or contemporaneous written and oral communications, understandings or agreements with respect to its subject matter. No waiver of any provision of this Agreement, or of any rights or obligations of any party hereunder, will be effective unless in writing and signed by the party waiving compliance. The failure by any party to exercise any right provided herein shall not be deemed a waiver or forfeiture of any such right. Headings used in this Agreement are for convenience of reference only and shall not be deemed a part of this Agreement.

Customer shall have no right to assign this Agreement or any of Customer’s rights or obligations hereunder. ShuttleCloud may assign this Agreement and any of its rights hereunder to third parties. Every provision of this Agreement is intended to be severable. If any section of this Agreement is found to be invalid or unenforceable, then such section will be deemed amended and interpreted, if possible, in a way that renders it enforceable. If such an interpretation is not possible, then the section will be deemed removed from this Agreement and the rest of this Agreement will remain in full force and effect.

14. Amendment

ShuttleCloud reserves the right, in its sole discretion, to modify or change this Agreement at any time by posting the changes to its website or through electronic notice to Customer. Customer’s continued use of the Product following the posting or notice of such changes constitutes acceptance of those changes. ShuttleCloud will use reasonable commercial efforts to provide notice of material changes to Customer.